FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

[X]      Annual  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934

For the fiscal year ended December 31, 1997

                                       or

[ ]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

For the transition period from _____________ to _______________

Commission File Number              0-12450

                           CAPITAL INDUSTRIES, INC. 
                  (By the Capital Industries Liquidating Trust)

             (Exact name of registrant as specified in its charter)

                 INDIANA                                   35-6624860
      (State or other Jurisdiction                     (I.R.S. Employer
    of Incorporation or Organization)                Identification Number)

 263 Sioux Circle, Noblesville, Indiana                      46060
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number including area code:
                                 (317) 773-1010

Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE

Securities Registered Pursuant to Section 12(g) of the Act:
                                      N/A
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.   [x]    YES            NO

Indicate by check mark if disclosure of delinquent  filers pursuant to Item 405,
Regulation S-K (ss. 229.405 of this chapter) is not contained  herein,  and will
not be contained,  to the best of Registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.

The aggregate market value of the issuer's voting stock held by  non-affiliates,
as of December 31, 1997, was $__________ N/A.

The  number of shares of the  Registrant's  Common  Stock,  without  par  value,
outstanding as of December 31, 1997, was 0 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

The Annual  Report to  unitholders  for the year ended  December  31,  1997,  is
included herein as Part II.

                               Page 1 of 13 Pages

<PAGE>

         This Form 10-K is being  filed by the  Capital  Industries  Liquidating
Trust (the "Trust") under the filing codes and Commission file number of Capital
Industries,  Inc ("Capital  Industries").  Capital Industries dissolved on April
24, 1996 and filed a Form 15 on June 27, 1996  following  the  formation  of the
Trust  and  the  distribution  of  all  of  Capital  Industries'  assets  to its
shareholders  and  the  Trust.   However,   pursuant  to  discussions  with  the
Commission's  Staff in  connection  with the  Commission's  review  of the proxy
materials related to the liquidation of Capital  Industries and the formation of
the Trust,  the Trust agreed to file its audited  financial  statements with the
Commission under cover of Form 10-K using the file number of Capital Industries,
without  necessarily  complying  with the other  requirements  of Form 10-K. The
audited financial statements of the Trust are included herein in Part II and the
Financial  Data  Schedule  is included  herewith  as Exhibit  27. The  remaining
information required by Form 10-K is not included in this Form 10-K.


<PAGE>
Item II  Annual Report to Unitholders



                      CAPITAL INDUSTRIES LIQUIDATING TRUST

                              Financial Statements

                      For the Year Ended December 31, 1997






<PAGE>



Report of Independent Accountants

To the Unitholders
Capital Industries Liquidating Trust

We have  audited the  accompanying  statement  of net assets in  liquidation  of
Capital  Industries  Liquidating  Trust as of December 31, 1997, and the related
statements of changes in net assets in liquidation,  and cash flows for the year
then ended. These financial statements are the responsibility of management. Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

As described in Note 1, Capital Industries  Liquidating Trust was established to
liquidate the remaining assets and liabilities of Capital Industries,  Inc. Upon
dissolution of the Company.  As a result, the financial  statements are prepared
on a liquidation basis of accounting.

In our opinion,  the financial  statements  referred to above present fairly, in
all materials  respects,  the net assets in  liquidation  of Capital  Industries
Liquidating  Trust as of December 31, 1997, and the changes in its net assets in
liquidation  and its cash  flows for the year then  ended,  in  conformity  with
generally  accepted  accounting  principles  applied on the basis of  accounting
described in the preceding paragraph.



/s/ Coopers & Lybrand L.L.P.
Indianapolis, Indiana
January 19, 1998






                                      -1-
<PAGE>



Capital Industries Liquidating Trust
Statement of Net Assets in Liquidation
as of December 31, 1997


                                     Assets

Cash and cash equivalents                          $ 78,759

Assets held by HCT Trust (Note 3)                   515,672

Land and land improvements                          125,520

Building                                            191,880
                                                   --------
         Total assets                               911,831
                                                   --------

                                   Liabilities

Accounts payable and other accrued expenses          11,677
                                                   --------
         Total liabilities                           11,677
                                                   --------
         Net assets                                $900,154
                                                   ========


The accompanying notes are an integral part of these financial statements.




                                      -2-
<PAGE>



Capital Industries Liquidating Trust
Statement of Changes in Net Assets in Liquidation
for the year ended December 31, 1997



Income (loss)
         Rental                                                    $    60,000
         Interest                                                       35,949
         Income tax refund                                              15,126
         Miscellaneous                                                     346
         Expected loss on disposal of Jacksonville
           property and excess land (Note 6)                          (246,500)
                                                                   -----------
                  Total loss                                          (135,079)



Expenses:
         Trustee expenses                                               27,851
         Depreciation expense                                           10,350
         Other                                                           5,348
                                                                   -----------
                  Total liabilities                                     43,549
                                                                   -----------
                  Decrease in net assets from trust operations        (178,628)

Net assets, beginning of period                                      1,393,459
Distribution to beneficiaries                                         (314,677)
                                                                   -----------
Net assets, end of period                                          $   900,154
                                                                   ===========


The accompanying notes are an integral part of these financial statements.




                                      -3-
<PAGE>



Capital Industries Liquidating Trust
Statement of Cash Flows
for the year ended December 31, 1997



<TABLE>
<CAPTION>
Cash flows from operating activities:
<S>                                                                              <C>       
         Decrease in net assets from operations                                  $(178,628)
         Depreciation                                                               10,350
         Expected loss on disposal of Jacksonville property and excess land        246,500
         Adjustments to reconcile decrease in net assets from operations to
                  net cash used in operating activities:
         Decrease in other current assets                                              506
         Decrease in assets held by HCT Trust                                      262,602
         Decrease in accrued expenses                                              (23,677)
                                                                                 ---------
                  Net cash flows provided by operating activities                  317,653
                                                                                 ---------
Cash flows from financing activities:
         Distribution to unitholders                                              (314,677)
                                                                                 ---------
         Net cash flows used in financing activities                              (314,677)
                                                                                 ---------
         Net increase in cash                                                        2,976

Cash, beginning of period                                                           75,783
                                                                                 ---------
Cash, end of period                                                              $  78,759
                                                                                 =========
</TABLE>




The accompanying notes are an integral part of these financial statements.




                                      -4-
<PAGE>


Capital Industries Liquidating Trust
Notes to Financial Statements


1.       Formation of Capital Industries Liquidating Trust:

         Haygood  Limited  Partnership  (Haygood) and Capital  Industries,  Inc.
         (Capital) entered into an Asset Purchase and Sale Agreement on July 17,
         1995, as amended  September 28, 1995, (the  Agreement)  whereby Capital
         agreed to sell to Haygood  substantially  all of the assets  associated
         with Capital's wholly owned subsidiary Truckpro Parts and Service, inc.
         (Truckpro).

         Upon   divestiture  of  Truckpro,   Capital   established  the  Capital
         Industries  Liquidating  Trust (the Trust) on April 24,  1996.  Capital
         transferred all remaining  assets and liabilities  previously  owned or
         owed to the Trust, and Capital was effectively liquidated. On April 24,
         1996, the transferred assets were valued according to the results of an
         independent appraisal.

         The purpose of the Trust is to  liquidate  the Trust estate in a manner
         calculated  to conserve and protect the Trust estate and to collect and
         distribute  the income and  proceeds  to the Trust  beneficiaries  in a
         prompt and orderly  fashion after payment for expenses.  The Trust will
         continue until all  distributions  of the Trust estate are completed or
         at April 24, 1999, whichever occurs first.


2.       Summary of Significant Accounting Policies:

         a.       Liquidation  Basis of Accounting:  These financial  statements
                  are prepared on a liquidation  basis of accounting which is in
                  conformity with generally accepted  accounting  principles for
                  entities in liquidation. All assets and liabilities are valued
                  at fair market value.

         b.       Building and Land Improvements: Building and land improvements
                  are depreciated using the straight-line method over the useful
                  lives  of  the  assets,  estimated  to be 20  years  for  land
                  improvements  and 40 years for the building.  Expenditures for
                  improving or  rebuilding  an existing  asset which extends the
                  useful life of the asset are capitalized.

         c.       Use of Estimates in the  Preparation of Financial  Statements.
                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  affecting  the  reported
                  amounts  of  assets  and   liabilities,   the   disclosure  of
                  contingent assets and liabilities at the date of the financial
                  statements,  and the  reported  amounts of revenue and expense
                  during the reporting period.  Actual amounts could differ from
                  the estimated amounts.

         d.       Rental Income:  Haygood is currently leasing the Jacksonville,
                  Florida,  property  owned by the Trust for  $5,000  per month.
                  This rental income is recognized when earned by the Trust.

         e.       Income  Taxes:  The Trust  qualifies as a grantor  trust under
                  Internal  Revenue Code Sections  671-679 and similar state tax
                  codes.  As such, the Trust is not subject to federal and state
                  income  taxes on its  income.  The income and  expenses of the
                  Trust  are  passed  through  to  and  are  reportable  by  the
                  beneficiaries for income tax reporting purposes.



                                      -5-
<PAGE>

3.       HCT Trust Agreement:

         In accordance  with the  Agreement,  a trust was created (HCT Trust) to
         provide a source of funds for  indemnification  claims made by Haygood,
         if any. Upon satisfaction of any claims made by Haygood,  the assets of
         HCT Trust will revert to the Trust. The HCT Trust Agreement between and
         among Capital,  Truckpro,  and Haygood was entered into as of September
         28, 1995.

         Assets  owned by HCT Trust as of  December  31, 1997 are  comprised  of
         $284,469 of  restricted  cash and  $231,203 of  interest-bearing  notes
         receivable  due January 1, 1998 from HD America,  Inc.  (HDA),  a truck
         parts buying cooperative.

         Significant provisions of the HCT Trust Agreement are summarized below:

         a.       The HCT Trust shall  commence on the execution date and have a
                  term of three years, and will terminate on September 30, 1998.

         b.       The  HCT  Trust  was  not   established  for  the  purpose  of
                  continuing or engaging in the conduct of a trade or business.

         c.       In a consent to assignment, HDA has indicated to the Trust and
                  Haygood its  willingness  to consent to an  assignment of both
                  the  certificates  and the proceeds of the certificates to the
                  HCT Trust, and  subsequently to Haygood,  and to make payments
                  under the  certificates  either  to the HCT  Trust or  Haygood
                  following such assignments,  provided the certificates  remain
                  nonnegotiable  following each such assignment and all debts to
                  HDA have been paid in full.

         d.       Provided there are no outstanding  claims  reported by Haygood
                  to the  trustees  of the HCT Trust as of the  release of funds
                  date, the trustees shall, upon written notice,  distribute the
                  funds and accrued  earnings  contained in the HCT Trust to the
                  Trust on December 31, 1996,  December 31, 1997,  and the third
                  anniversary  of the closing.  In accordance  with these terms,
                  HCT Trust  distributed  $296,236  and $284,369 to the Trust on
                  January 6, 1997 and January 14, 1998, respectively.  There are
                  currently no such claims being asserted by Haygood.

         e.       On the  termination  date,  if no claims  for  indemnification
                  remain outstanding, Haygood will purchase the remaining unpaid
                  HDA note from the  trustees  of the HCT Trust.  When all notes
                  have  been  redeemed,  the  remaining  cash  balance  will  be
                  distributed to the Trust.

4.       Environmental Liability:

         Capital was identified as a "potentially responsible party" for cleanup
         of environmental pollution which occurred on the Jacksonville, Florida,
         property  owned by Capital.  The liability  for Capital's  share of the
         cleanup costs was  transferred to the Trust. On May 20, 1997, the Trust
         received  a  letter  from  the  Florida   Department  of  Environmental
         Protection  that the site was  inspected and the Trust is released from
         any further  obligation  to conduct  rehabilitation  at the site unless
         subsequent   discharge  of  petroleum  products  occurs  at  the  site.
         Management  believes  that  adequate  provision  has been  made for all
         obligations.



                                      -6-
<PAGE>

5.       Beneficiaries of the Trust:

         The Trust agreement provides that at least annually,  and on such other
         times as may be determined,  the cash and noncash  assets  comprising a
         portion of the Trust Estate may be distributed  tithe  Beneficiaries of
         the Trust.

         On January  14,  1997,  the Trust paid  $314,677 as a  distribution  to
         unitholders  of  the  Trust.  With  273,632  units   outstanding,   the
         distribution represented an amount of $1.15 per unit.

         An additional  distribution  of $342,050 was made to unitholders of the
         Trust on January 8, 1998, which represented a distribution of $1.25 per
         unit.

6.       Subsequent Event:

         In January  1998,  the  Trustees  accepted an offer of $345,000 for the
         Jacksonville  property an excess land.  If completed,  the  transaction
         would  result in a loss on disposal,  including  commission  costs,  of
         approximately $246,500. In accordance with SFAS 121, Accounting for the
         Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets  to Be
         Disposed  Of,  the  expected  loss  of  $246,500  is  reflected  in the
         statement  of changes in net assets in  liquidation  for the year ended
         December 31, 1997.



                                      -7-
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirement  of  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on behalf of the undersigned, thereto duly authorized.



                                         CAPITAL INDUSTRIES LIQUIDATING TRUST



Date: March 5, 1998                      By:  /s/ Paul A. Shively
                                              ----------------------------------
                                              Paul A. Shively, Trustee